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Form 4 Airbnb, Inc. For: Aug 16 Filed by: Chesky Brian

August 18, 2022 7:25 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Chesky Brian
(Last) (First) (Middle)
888 BRANNAN STREET
(Street)
SAN FRANCISCO CA 94103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc. [ ABNB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/16/2022   C   371,781 A (1) 371,781 I By 2020 GRAT B
Class A Common Stock 08/16/2022   G V 371,781 D $ 0 0 I By 2020 GRAT B
Class A Common Stock 08/16/2022   G V 371,781 A $ 0 371,781 I By 2019 Trust B
Class A Common Stock               11,947,941 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 08/16/2022   C     371,781   (1)   (1) Class A Common Stock 371,781 $ 0 0 (2) I By 2020 GRAT B
Class B Common Stock (1) 08/16/2022   G V   371,781   (1)   (1) Class A Common Stock 371,781 $ 0 0 (2) I By 2020 GRAT A
Class B Common Stock (1) 08/16/2022   G V 371,781     (1)   (1) Class A Common Stock 371,781 $ 0 371,781 I By 2019 Trust A
Class B Common Stock (1)               (1)   (1) Class A Common Stock 64,174,736   64,174,736 (2) D  
Class B Common Stock (1)               (1)   (1) Class A Common Stock 63,655   63,655 I By 2016 Legacy Trust
Class B Common Stock (1)               (1)   (1) Class A Common Stock 15,266   15,266 I By 2016 Long-Term Trust
Class B Common Stock (1)               (1)   (1) Class A Common Stock 157,311   157,311 I By 2019 Trust
Class B Common Stock (1)               (1)   (1) Class A Common Stock 391,413   391,413 I By 2019 GRAT II
Class B Common Stock (1)               (1)   (1) Class A Common Stock 331,326   331,326 I By 2021 GRAT A
Class B Common Stock (1)               (1)   (1) Class A Common Stock 575,987   575,987 I By 2021 GRAT B
Class B Common Stock (1)               (1)   (1) Class A Common Stock 592,687   592,687 I By 2022 GRAT A
Explanation of Responses:
1. The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the outstanding shares of Class B common stock at the time of such vote or consent, voting as a separate series or (c) the 20-year anniversary of the closing of the Issuer's initial public offering.
2. Reflects the following transfers on August 16, 2022: (i) 83,430 shares of Class B common stock from the 2020 GRAT A and (ii) 83,430 shares of Class B common stock from the 2020 GRAT B, in each case to the reporting person in satisfaction of a GRAT annuity payment owed to the reporting person. The GRAT annuity payments and other transactions reflected on this Form 4 were entered into in connection with the reporting person's long-term estate planning.
/s/ Brian Savage, Attorney-in-fact 08/18/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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